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                                                                    EXHIBIT 10.1

                       IN THE UNITED STATES DISTRICT COURT
                    FOR THE SOUTHERN DISTRICT OF MISSISSIPPI
                              HATTIESBURG DIVISION

UNITED STATES OF AMERICA,                   )
and                                         )
THE MISSISSIPPI COMMISSION ON               )
ENVIRONMENTAL QUALITY,                      )
      an agency of the State of Mississippi,)
                                            )
                  Plaintiffs,               )
                                            )Civil Action No. 2:04CV217BN
              v.                            )
                                            )
GENESIS ENERGY, INC.,                       )
GENESIS CRUDE OIL, L.P.,                    )
and GENESIS PIPELINE USA, L.P.              )
                                            )
                  Defendants.               )
____________________________________________)

                                 CONSENT DECREE

      A.    Plaintiff the United States of America, on behalf of the United
States Environmental Protection Agency ("EPA"), and the United States Department
of the Interior ("DOI") (acting by and through the United States Fish and
Wildlife Service ("USFWS")), and Plaintiff the Mississippi Commission on
Environmental Quality ("Commission"), an agency of the State of Mississippi
("State"), authorized to file suit in the name of the State to enforce both
state and federally enforceable environmental protection statutes and
regulations, have filed a Complaint in this action concurrently with this
Consent Decree, alleging that Defendants Genesis Energy, Inc. (successor to
Genesis Energy, L.L.C.), Genesis Crude Oil, L.P., and Genesis Pipeline USA, L.P.
are liable for natural resource damage claims under the Oil Pollution Act of
1990, 33 U.S.C. Section 2701, et seq. ("OPA"), in particular, Section 1002(a) of
OPA, 33 U.S.C. Section 2702(a), and the Mississippi Air and Water Pollution
Control Law ("MAWPCL"), Miss. Code

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Ann. Section 49-17-1, et seq. (Rev. 2003), in particular, Section 49-17-43, and
civil penalty claims under Section 311 of the Clean Water Act ("CWA"), 33 U.S.C.
Section 1321, as amended by OPA, P.L. 101-380, and under Miss. Code Ann.
Sections 49-17-29, 49-17-43 (Rev. 2003).

      B.    The Complaint against Defendants seeks restoration and compensation
for injuries and losses to natural resources, and the assessment of penalties in
accordance with applicable statutes due to the discharge of crude oil from a
ruptured pipeline owned and operated by Defendants and located near Soso, Jones
County, Mississippi. The discharge of crude oil from Defendants' pipeline was
discovered and reported to the National Response Center on December 20, 1999,
and is estimated to have begun on approximately November 26, 1999 and continued
for approximately twenty-five (25) days, releasing an estimated eight thousand
(8,000) barrels of crude oil ("the Spill"). The Spill emanated from a pipeline
segment known as Genesis Pipeline USA, L.P. No. 2, an 8 inch pipeline running
approximately thirty (30) miles between Soso and Gwinville Junction, Mississippi
(the "Soso-Gwinville Junction Segment No. 2"). Analysis of the pipeline showed
internal corrosion was the likely cause of the Spill. Much of the estimated
8,000 barrels of crude oil released reached an unnamed tributary, which flows
into the Leaf River. The Spill injured the unnamed tributary, wetlands,
groundwater, and wildlife.

      C.    To resolve Defendants' civil liability for the claims asserted in
the Complaint, Defendants will pay a civil penalty of $1 million plus interest,
pay at least $110,137.57 for costs associated with natural resource damages
assessment and restoration, perform a Supplemental Environmental Project ("SEP")
at a cost of at least $2 million, conduct restoration work, and satisfy all
other terms of this Consent Decree.

      D.    WHEREAS, the Natural Resource Trustees (as defined in Section III
below) have

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undertaken a restoration planning process to determine restoration efforts that
will restore or compensate for the lost use of the injured resources, including
the stream bed and riparian zone of an unnamed tributary of the Leaf River,
wetlands associated with the tributary, and wood ducks. The specific projects
are detailed in sections 3.3.2, 3.3.3 and 3.3.5 of the Restoration Plan, at
Attachment A to this Decree, and are summarized in Paragraph 5c and Section V of
this Decree.

      E.    WHEREAS, groundwater at the point of rupture of the pipeline is
contaminated with benzene and this constitutes an injury to groundwater, and
Defendants have removed, treated and replaced crude-oil contaminated soil that
acts as a source area and are currently undertaking groundwater treatment. The
Trustees have determined to rely on ongoing remedial actions to restore
groundwater. As discussed in section 3.3.4 of the Restoration Plan, Defendants
will monitor and the Trustees will evaluate groundwater contamination for five
(5) years, and if groundwater quality is not restored, the Groundwater
Assessment and Remediation Division ("GARD") of the Mississippi Department of
Environmental Quality ("MDEQ") may take further action as necessary. The
Trustees expressly reserve in this Consent Decree their rights to obtain
restoration and compensation for groundwater injury.

      F.    WHEREAS, this Consent Decree provides for Defendants to conduct a
land acquisition and conservation SEP that Plaintiffs believe: (1) is highly
valuable because of its diverse forms of flora and fauna; (2) will significantly
enhance or restore habitat in ecologically significant areas; and (3) will
benefit the watershed in which the Spill occurred.

      G.    WHEREAS, Defendants represent they have spent at least $20 million
in response costs cleaning up the Spill; and Defendants have paid all removal
costs billed by the

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Coast Guard, both the bill issued April 2001 for $121,206.95, and the bill
issued June 2003 for $26,289.19, for a total payment of $147,496.14; and
Defendants have paid the State $13,671.86 for MDEQ response costs.

      H.    WHEREAS, Defendants have developed and implemented leak prevention
and leak detection programs for the Mississippi Pipeline System (the
"Mississippi System") to decrease the likelihood of another such spill,
including but not limited to:

      (1)   A program to develop a comprehensive database that enhances safety
      and increases maintenance, repair, and emergency response abilities
      throughout the Mississippi System.

      (2)   A program to perform internal inspections on all portions of the
      Mississippi System currently capable of accommodating in-line inspection
      tools and to perform hydrostatic tests on all other portions of the
      Mississippi System.

      (3)   An ongoing program to test the crude oil transported through the
      Mississippi System for corrosive elements and bacteria and to regularly
      introduce corrosion inhibitors and biocides where appropriate.

      (4)   A program to replace pipe and infrastructure and to install block
      valves on its major water crossings on the Mississippi System. Defendants
      represent that they are approximately fifty (50) percent complete on this
      project. Defendants intend to complete the work on this Project as they
      perform remediation work throughout the Mississippi System.

      (5)   Defendants enhanced their Supervisory Control and Data Acquisition
      ("SCADA") leak detection systems by:

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            (i)   Implementing a plan to convert the Mississippi System from a
                  two segment system to a seven segment system with independent
                  storage, metering, and monitoring for each segment, thereby
                  improving Defendants' ability to monitor SCADA. The
                  Mississippi System is now operated in seven distinct segments.

            (ii)  Establishing separate parameters and models for each unique
                  line segment of the Mississippi System as set forth in (i)
                  above, monitoring resting pressure, and revising communication
                  and documentation procedures. These changes were implemented
                  and the operations manual has been updated accordingly.

            (iii) Conducting periodic simulated leak tests by drawing crude oil
                  off the Mississippi System to identify segments with features
                  that limited leak detection. These changes were implemented
                  and the operations manual has been updated accordingly.

            (iv)  Upgrading to satellite telecommunication equipment.

      I.    WHEREAS, Soso-Gwinville Junction Segment No. 2 was taken out of
service on December 20, 1999, in response to the Spill. The Department of
Transportation's Office of Pipeline Safety ("OPS") sent a Letter of Concern to
Genesis Crude Oil, L.P. dated June 21, 2001, requiring Genesis to obtain
concurrence from OPS before the Soso-Gwinville Junction Segment No. 2 could be
reactivated. Defendants performed an internal inspection of the parallel lines
Soso-Gwinville Junction Segments No. 1 and No. 2 with a high-resolution magnetic
flux inspection tool. The resulting data was analyzed and a repair plan was
developed and completed

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for the Soso-Gwinville Junction Segment No. 1. In 2003, Defendants reactivated
Soso-Gwinville Junction Segment No. 1, after having reviewed the results of
close interval and routine cathodic protection surveys and inspections, and
making necessary cathodic protection improvements to address any corrosion
concerns.

      J.    Defendants do not admit any liability to the United States or the
Commission arising out of the transactions or occurrences alleged in the
Complaint.

      K.    The Parties (as defined in Section III below) recognize, and the
Court by entering this Consent Decree finds, that this Consent Decree has been
negotiated by the Parties in good faith and will avoid litigation between the
Parties, and that this Consent Decree is fair, reasonable, and in the public
interest.

      NOW, THEREFORE, before the taking of any testimony, without the
adjudication or admission of any issue of fact or law except as provided in
Section I, below, and with the consent of the Parties, IT IS HEREBY ADJUDGED,
ORDERED, AND DECREED as follows:

                            I. JURISDICTION AND VENUE

      1.    This Court has jurisdiction over the subject matter of the United
States' claims in this action pursuant to 28 U.S.C. Sections 1331, 1345, and
1355, and Section 1017(b) of OPA, 33 U.S.C. Section 2717(b), and Sections
311(b)(7)(E) and 311(n) of the CWA, 33 U.S.C. Sections 1321(b)(7)(E) and
1321(n); and over the State's OPA claim pursuant to 28 U.S.C. Section 1331 and
Section 1017(b) of OPA, 33 U.S.C. Section 2717(b); and over the subject matter
of the State's pendent claims under MAWPCL pursuant 28 U.S.C. Section 1367(a)
(supplemental jurisdiction) because the State's claims are so related to the
federal claims that they form part of the same case or controversy. The Court
has personal jurisdiction over the Parties to this Consent Decree. Venue lies in
this District

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pursuant to 28 U.S.C. Sections 1391(b) and (c) and 1395(a), and Section 1017(b)
of OPA, 33 U.S.C. Section 2717(b), because the discharge and substantial threat
of discharge alleged in the Complaint occurred in, and Defendants conduct
business in, this judicial district. For purposes of this Decree, or any action
to enforce this Decree, Defendants consent to the Court's jurisdiction over this
Decree or such action and over Defendants, and consent to venue in this judicial
district.

                                II. APPLICABILITY

      2.    The obligations of this Consent Decree apply to and are binding upon
Plaintiffs; and upon Defendants, their agents, successors, and assigns.

      3.    No transfer of ownership or operation of the Facility (as defined in
Section III below) or any portion thereof shall relieve Defendants of their
obligation to ensure that the terms of the Decree are implemented.

                                III. DEFINITIONS

      4.    Terms used in this Consent Decree that are defined or used in the
CWA, OPA or in regulations promulgated thereunder shall have the meanings
assigned to them in such statutes or such regulations, unless otherwise provided
in this Decree. Whenever the terms set forth below are used in this Consent
Decree, the following definitions shall apply:

            a.    "Complaint" shall mean the complaint filed by Plaintiffs in
this action.

            b.    "Consent Decree" or "Decree" shall mean this Decree and all
attachments hereto (listed in Section XXI (Attachments)). In the event of
conflict between this Consent Decree and any attachment, this Consent Decree
shall control.

            c.    "Day" shall mean a calendar day unless expressly stated to be
a working day. In computing any period of time under this Consent Decree, where
the last day would fall on

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a Saturday, Sunday, or federal holiday, the period shall run until the close of
business of the next working day.

            d.    "Defendants" shall mean Genesis Energy, Inc. (successor to
Genesis Energy, L.L.C.), Genesis Crude Oil, L.P., and Genesis Pipeline USA, L.P.

            e.    "DOI" shall mean the United States Department of the Interior
and any successor departments or agencies of the United States.

            f.    "EPA" shall mean the United States Environmental Protection
Agency and any successor departments or agencies of the United States.

            g.    "Facility" shall mean Defendants' pipeline located in
Mississippi and Louisiana, known as the "Mississippi Pipeline System," which as
of March 2004 consists of 266 miles of pipeline, of which there are
approximately 112 miles in use and approximately 154 miles idle.

            h.    "Mississippi Commission on Environmental Quality" or
"Commission" shall mean the agency of the State of Mississippi created by Miss.
Code Ann. Section 49-2-5.

            i.    "Mississippi Department of Environmental Quality" or "MDEQ"
shall mean the agency of the State of Mississippi created by Miss. Code Ann.
Section 49-2-7. MDEQ is the pollution control agency that acts as staff for the
Commission and serves as the lead administrative Trustee for the natural
resource damage claims.

            j.    "Natural Resource" and "Natural Resources," as defined in OPA
Section 1001(20), 33 U.S.C. Section 2701(20), shall include land, fish,
wildlife, biota, air, water, groundwater, drinking water supplies, and other
such resources belonging to, managed by, held in trust by,

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appertaining to, or otherwise controlled by the United States or the State.

            k.    "Natural Resource Trustees" or "Trustees" shall mean those
federal and state agencies or officials designated or authorized pursuant to the
CWA, OPA, and/or state law to act as Trustees for the Natural Resources managed
by, controlled by, or appertaining to the United States or the State.
Specifically, as used in this Consent Decree, the Trustees are MDEQ, and DOI
(acting by and through USFWS).

            l.    "Paragraph" shall mean a portion of this Decree identified by
an Arabic numeral.

            m.    "Parties" shall mean the United States, the Commission (also
referred to as the State), and Defendants.

            n.    "Plaintiffs" shall mean the United States and the Commission.

            o.    "Restoration Plan" shall mean the final Restoration Plan,
which is Attachment A to this Decree.

            p.    "Section" shall mean a portion of this Decree identified by a
Roman numeral.

            q.    "State" shall mean the State of Mississippi.

            r.    "United States" shall mean the United States of America,
acting on behalf of DOI (acting by and through the USFWS) and EPA.

            s.    "USFWS" shall mean the United States Fish and Wildlife
Service.

            t.    "Work" shall mean implementation by Defendants of those
activities that are generally described in the Restoration Plan at sections
3.3.2, 3.3.3, and 3.3.4.

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                             IV. SETTLEMENT PAYMENTS

      5.    Within thirty (30) days after the Effective Date of this Consent
Decree, Defendants shall pay the following sums to the entities identified in
Subparagraphs a-d of this Paragraph in the amount and manner specified therein:

            a.    Five hundred thousand dollars ($500,000.00), plus interest
accruing from the date of lodging of this Decree, at the rate specified in 28
U.S.C. Section 1961(a) and (b) for a money judgment occurring on the date of
lodging, for federal civil penalties under the CWA. Payment shall be made by
FedWire Electronic Funds Transfer ("EFT") to the U.S. Department of Justice in
accordance with instructions to be provided to Defendants following lodging of
the Consent Decree by the Financial Litigation Unit of the U.S. Attorney's
Office for the Southern District of Mississippi. Such monies are to be deposited
in the Oil Spill Liability Trust Fund. The payment shall reference the Civil
Action Number assigned to this case and DOJ Number 90-5-1-1-07553, and U.S.
Coast Guard reference number FPN N00067, and shall specify that the payment is
made toward CWA civil penalties to be deposited into the Oil Spill Liability
Trust Fund pursuant to 33 U.S.C. Section 1321(s), Section 4304 of Pub. L. No.
101-380, and 26 U.S.C. Section 9509(b)(8). Any funds received after 11:00 a.m.
Eastern Time shall be credited on the next business day. At the time of payment,
Defendants shall simultaneously send written notice of payment and a copy of any
transmittal documentation to Plaintiffs in accordance with Section XII of this
Decree (Notices) and to:

            Lt. Commander S. Moody
            National Pollution Funds Center
            4200 Wilson Boulevard, Suite 1000
            Arlington, Virginia 22203-1804

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            United States Coast Guard
            Commander Brian Judge
            Office of Claims and Litigation
            2100 Second Street, S.W.
            Washington, D.C. 20593-0001

            b.    Five hundred thousand dollars ($500,000.00), plus interest
accruing from the date of lodging of this Decree, at the rate specified in 28
U.S.C. Section 1961(a) and (b) for a money judgment occurring on the date of
lodging, for state civil penalties. Payment shall be made by certified check or
by Electronic Funds Transfer ("EFT"). The check made payable to the Mississippi
Commission on Environmental Quality shall be hand delivered to the Executive
Director or General Counsel of MDEQ at MDEQ's offices located at 2380 Highway 80
West, Jackson, Mississippi; or the funds shall be transferred by EFT to the
deposit account designated as the Pollution Emergency Fund created by Miss. Code
Ann. Section 49-17-68 and administered by the Commission. A portion of the civil
penalty amount, not to exceed twelve thousand dollars ($12,000.00), may be used
to evaluate methods to restore and/or improve water quality along the Leaf
River. At the time of payment, Defendants shall simultaneously send written
notice of payment and a copy of any transmittal documentation (which should
reference the Civil Action Number assigned to this case) to Plaintiffs in
accordance with Section XII of this Decree (Notices).

            c.    $76,027.21 (as described in subparts i-iii below) to DOI with
respect to the natural resource damage claim. At the time of these payments,
Defendants shall simultaneously send written notice of payment and a copy of any
transmittal documentation to the Parties in accordance with Section XII of this
Decree (Notices) and to:

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            Bruce Nesslage
            DOI Restoration Fund Manager
            1849 C Street, N.W., Mail Stop 4449
      Washington, D.C.  20240

Transmittal notices for all these payments shall reflect the Civil Action Number
assigned to this case and DOJ

      Number 90-5-1-1-07553.

                  (i) $35,439.13 to DOI for past damage assessment costs and
      associated overhead costs of DOI/USFWS. This payment shall be made by EFT
      in accordance with instructions to be provided to Defendants following
      lodging of the Consent Decree by the Financial Litigation Unit of the U.S.
      Attorney's Office for the Southern District of Mississippi.

                  (ii) $15,107.37 for future monitoring, oversight, and
      associated overhead costs of DOI/USFWS. This payment shall be made by EFT
      in accordance with instructions to be provided to Defendants following
      lodging of the Consent Decree by the Financial Litigation Unit of the U.S.
      Attorney's Office for the Southern District of Mississippi.

                  (iii) $25,480.71 for the wood duck nesting box project
      described in the Restoration Plan at section 3.3.5, as well as for
      associated overhead costs of DOI/USFWS. This payment shall be made
      directly to the Natural Resource Damage Restoration Fund of DOI, according
      to EFT instructions provided in Attachment B to this Consent Decree. The
      EFT and transmittal letter for the payment for the wood duck nesting box
      payment shall also reflect that the payment is being made to the "Natural
      Resources Damage Assessment and Restoration Fund, Account No. 14X5198 -
      GENESIS/ LEAF RIVER OIL SPILL." DOI shall hold these restoration funds in
      the GENESIS/ LEAF RIVER NRD Account, including return on investments or
      accrued interest. The federal Natural Resources Trustees commit to the
      expenditure of $18,897.00 of these funds

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      for the design, implementation, monitoring, and oversight of the wood duck
      nesting box project as described in the Restoration Plan attached at
      Attachment A at section 3.3.5.

      d. $34,110.36 to MDEQ for future MDEQ monitoring and oversight costs with
      respect to the natural resource damage claim. In addition, Defendants
      shall pay to MDEQ the amount of the final bill for remaining State Trustee
      assessment costs, which shall be issued within thirty (30) days after this
      Consent Decree is lodged with the Court. Payments shall be made by
      certified check, made payable to the Mississippi Commission on
      Environmental Quality and shall be hand delivered to the Executive
      Director or General Counsel of MDEQ at MDEQ's offices located at 2380
      Highway 80 West, Jackson, Mississippi. At the time of payment, Defendants
      shall simultaneously send written notice of payment and a copy of any
      transmittal documentation (which should reference the Civil Action Number
      assigned to this case) to Plaintiffs in accordance with Section XII of
      this Decree (Notices).

            6.    Defendants may not claim a tax deduction for federal or state
      tax purposes for payments made under Subparagraphs a and b of Paragraph 5.

                           V. PERFORMANCE OF THE WORK

            7.    Defendants shall finance and, as specified in more detail
      below, commence and complete performance of the Work in accordance with
      the terms and schedules contained herein and in sections 3.3.2, 3.3.3, and
      3.3.4, and related appendices, of the Restoration Plan. To implement a
      restoration project, Defendants shall either perform the project, or
      contract for performance of the project.

            1)    Where any portion of the Work requires a federal, State or
      local permit, certification or approval, Defendants shall ensure timely
      and complete applications are submitted

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      and will take all other steps necessary to obtain such permit,
      certification or approval, where required. This Decree is not, and shall
      not be construed to be a permit issued pursuant to any federal or State
      statute or regulation, nor shall it be construed in any way to affect any
      past, current or future obligation of Defendants or any other person or
      entity to comply with any federal, State or local law.

            8.    Defendants may seek relief under the provisions of Section
      VIII (Force Majeure) of this Consent Decree for any delay in the
      performance of any such obligation resulting from a failure to obtain, or
      a delay in obtaining, any permit or approval required to fulfill such
      obligation, if Defendants have submitted timely and complete applications
      and have taken all other actions necessary to obtain all such permits or
      approvals.

            9.    Stream Bed and Riparian Zone of the Unnamed Tributary and
      Off-Site Riparian Restoration: Defendants will implement the restoration
      projects as described at section 3.3.2 of the Restoration Plan, including
      the stream restoration work with a partial design at Appendix 11 to the
      Restoration Plan, and reforestation of the area at or around the Spill and
      off-Site on the Murrah Preserve. Within three (3) months of the Effective
      Date of the Decree, and prior to commencement of construction, Defendants
      shall submit to the Trustees for approval the name and qualifications of
      the proposed contractor for these projects. Trustees have twenty (20) days
      to respond, and may not unreasonably withhold approval. Within three (3)
      months of the Effective Date of the Decree, and prior to commencement of
      construction, Defendants shall submit to Trustees a final design plan for
      stream restoration. Defendants shall use due diligence to promote
      completion of these work projects to be performed within one (1) year
      after the Effective Date of this Consent Decree. Defendants shall meet
      performance standards for these projects as detailed

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      in the Restoration Plan at section 3.3.2. On January 1 of each year,
      monitoring reports will be submitted to Trustees within two (2) months of
      the annual assessment, each year for five (5) years, or until the
      performance standards have been reached.

            10.   Wetlands Restoration: Defendants will restore three (3) acres
      of wetlands adjacent to the riparian restoration as outlined in section
      3.3.3 of the Restoration Plan. Defendants shall provide a work
      implementation plan for Trustees' approval within three (3) months of the
      Effective Date of this Consent Decree. Defendants shall use due diligence
      to complete the initial wetlands restoration work (hydrologic
      manipulation, if necessary, and planting) within one (1) year after the
      Effective Date of the Consent Decree. Defendants shall meet the
      performance standards for this project as detailed in the Restoration Plan
      at section 3.3.3. On January 1 of each year, monitoring reports will be
      submitted to Trustees within two (2) months of the annual assessment, each
      year for five (5) years, or until the performance standards have been
      reached.

            11.   If Trustees determine that modification to the work specified
      in the work implementation plan or the final design plan is necessary to
      achieve and maintain the performance standards or to carry out and
      maintain the restoration set forth in the Restoration Plan, Trustees may
      require that such modification be incorporated in the work implementation
      plan or the final design plan, provided, however, that a modification may
      only be required pursuant to this Paragraph to the extent that it is
      consistent with the scope of the restoration selected in the Restoration
      Plan. If Defendants object to any modification determined by Trustees to
      be necessary pursuant to this Paragraph, they may seek dispute resolution
      pursuant to Section IX (Dispute Resolution). The related work
      implementation plan or the final design plan shall be modified in
      accordance with final resolution of the dispute. Defendants shall
      implement any work

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      required by any modifications incorporated in work plans developed in
      accordance with this Paragraph. If Defendants request an extension of time
      due to such modification, it shall be granted at the discretion of
      Trustees, in accordance with Paragraph 59, and an extension by Trustees
      shall not be unreasonably withheld.

            12.   Groundwater Monitoring: Defendants shall perform remedial
      activities and periodic monitoring of the groundwater for a five (5) year
      period as described in the Restoration Plan at section 3.3.4 to establish
      effectiveness of the soil removal and treatment performed previously by
      Defendants, and to insure the adequate restoration of on-site groundwater
      conditions. Monitoring shall be conducted annually, as of January 1 of
      each year, for five (5) years. Monitoring reports shall be submitted to
      Trustees annually within two (2) months of monitoring. At the end of the
      five (5) year monitoring period, the Groundwater Assessment and
      Remediation Division of MDEQ will determine what additional monitoring
      and/or remediation is necessary, if any, and Defendants shall perform all
      necessary work as appropriate and agreed upon by MDEQ and Defendants.

                     VI. SUPPLEMENTAL ENVIRONMENTAL PROJECT

            13.   Defendants shall perform and complete a Supplemental
      Environmental Project ("SEP") as described in this Consent Decree within
      eight (8) months after the Effective Date of this Decree. The Parties
      agree that the SEP is intended to secure significant environmental
      protection or improvements. To achieve the goals set out in this Section,
      Defendants will provide for the purchase and management by a land
      preservation non-profit organization approved by Plaintiffs (hereinafter
      "non-profit organization") of real property within the Leaf River
      watershed and approved by Plaintiffs ("SEP Property"), and the placement
      of a conservation easement

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      pursuant to Miss. Code Ann. Section 89-19-1 through Section 89-19-15 upon
      the SEP Property, to retain and protect the real property in perpetuity in
      its natural condition. In implementing the SEP, Defendants shall spend not
      less than $2 million ($2,000,000.00) (hereinafter "estimated cost of the
      SEP") in eligible SEP costs. Eligible SEP costs include the cost of the
      SEP Property, appraisal costs and closing costs, costs related to the
      acquisition of a conservation easement, and a stewardship fund for the
      acquired SEP Property, as described below.

            14.   No payments made by Defendants under this Section shall be tax
      deductible for federal or state tax purposes.

            15.   Within seven (7) days after the Effective Date of this Consent
      Decree, Defendants shall submit to Plaintiffs a contract between
      Defendants and the non-profit organization for the completion of the SEP
      described in the following subparagraphs ("Contract").

                  a.    The Contract shall provide for the acquisition by the
      non-profit organization of land within the Leaf River watershed no later
      than six (6) months after the Effective Date of this Consent Decree. The
      Contract shall require Defendants to make at least a $2 million
      ($2,000,000.00) payment to the non-profit organization for such services
      on or before the fifteenth (15th) day following the Effective Date of this
      Consent Decree.

                  b.    The Contract shall provide that within fifteen (15) days
      of acquisition of the SEP Property by the non-profit organization, the
      non-profit organization shall place a conservation easement with unlimited
      duration on the SEP Property pursuant to Miss. Code Section 89-19-1
      through Section 89-19-15 to ensure its status as a protected area in
      perpetuity. The terms of the conservation easement shall be subject to
      approval by Plaintiffs.

                  c.    The Contract shall provide that no more than eighteen
      percent (18%) of the

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      fair market value of the SEP Property acquired in fee may be set aside by
      the non-profit organization from the money provided by Defendants, to be
      placed in a stewardship endowment for that SEP Property only, for future
      restoration, management and/or stewardship of that Property. The Contract
      shall provide that in the event that the non-profit organization sells the
      SEP Property, that the stewardship endowment shall be transferred with the
      property and shall benefit only that property.

            16.   In the event that the property approved by Plaintiffs and
      described in Attachment C is not suitable for acquisition by the
      non-profit organization due to unsatisfactory results of due diligence,
      Phase I assessment or title search, or becomes unavailable for purchase,
      Defendants, after consultation with the non-profit organization, will
      provide Plaintiffs with a written proposal regarding alternative
      properties available for purchase within the Leaf River watershed which
      would serve the purposes of EPA's SEP policy in effect at the time.
      Plaintiffs shall either approve or disapprove of the alternative property
      within thirty (30) days of the proposal.

            2)    Defendants are responsible for the satisfactory completion of
      the SEP in accordance with the requirements of this Decree. "Satisfactory
      completion" means Defendants shall spend the full amount of money agreed
      to on the SEP and comply with the conservation easement requirements in
      this Section. Defendants may use contractors and/or consultants in
      planning and implementing the SEP.

            3)    With regard to the SEP, Defendants certify the truth and
      accuracy of each of the following:

                  a.    That all cost information provided to EPA in connection
      with EPA's approval of the SEP is complete and accurate and represents a
      fair estimate of the costs necessary

                                      -18-

<PAGE>

      to perform the SEP;

                  b.    That, as of the date of this Decree, Defendants are not
      required to perform the SEP by any federal, state, or local law or
      regulation, nor are Defendants required to perform the SEP by agreement,
      grant, or as injunctive relief awarded in any other action in any forum;

                  c.    That the SEP is not a project that Defendants were
      planning or intending to perform other than in settlement of the claims
      resolved in this Decree;

                  d.    That Defendants have not received, and are not
      negotiating to receive, credit for the SEP in any other enforcement
      action; and

                  e.    That Defendants will not receive any reimbursement for
      any portion of the SEP from any other person.

            17.   SEP Completion Report Within thirty (30) days after either the
      date set for completion of the SEP, or actual completion of the SEP,
      whichever occurs first, Defendants shall submit a SEP Completion Report to
      Plaintiffs, in accordance with Section XII of this Consent Decree
      (Notices). The SEP Completion Report shall contain the following
      information:

                  a.    A detailed description of the SEP as implemented,
      including documentation confirming that the purchase of the SEP Property
      has been completed, a legal description of the interest acquired, and a
      copy of the conservation easement recorded;

                  b.    A description of any problems encountered in completing
      the SEP and the solutions thereto;

                  c.    An itemized list of all eligible SEP costs, and a
      statement that Defendants certify that they have not, and will not, deduct
      any SEP costs in calculating their federal and state income taxes;

                                      -19-

<PAGE>

                  d.    Certification that the SEP has been fully implemented
      pursuant to the provisions of this Decree; and

                  e.    A description of the environmental and public health
      benefits resulting from implementation of the SEP (with a quantification
      of the benefits, if feasible).

            18.   Plaintiffs may, in their discretion, require information in
      addition to that described in the preceding Paragraph, in order to
      determine the adequacy of SEP completion or eligibility of SEP costs.

            19.   Defendants bear the burden of clearly segregating eligible SEP
      costs from other costs not eligible for SEP credit. If EPA requests
      further information concerning the eligibility of SEP costs, any
      non-segregable cost evidence that contains both SEP eligible and non-SEP
      eligible cost items shall be disallowed in its entirety.

            20.   After receipt of the SEP Completion Report, the United States
      shall notify Defendants whether or not Defendants have satisfactorily
      completed the SEP. If the SEP has not been satisfactorily completed,
      Stipulated Penalties may be assessed under Section VII of this Consent
      Decree.

            4)    Disputes concerning the satisfactory performance of the SEP
      and the amount of eligible SEP costs may be resolved under Section IX of
      this Decree (Dispute Resolution). No other disputes arising under this
      Section shall be subject to Dispute Resolution.

            21.   Each submission required under this Section shall be signed by
      a Defendants' official with knowledge of the SEP and shall bear the
      certification language set forth below: I certify under penalty of law
      that I have examined and am familiar with the information submitted in
      this document and all attachments and that this document and its
      attachments were

                                      -20-

<PAGE>

      prepared either by me personally or under my direction or supervision in a
      manner designed to ensure that qualified and knowledgeable personnel
      properly gathered and presented the information contained therein. I
      further certify, based on my personal knowledge or on my inquiry of those
      individuals immediately responsible for obtaining the information, that
      the information is true, accurate and complete. I am aware that there are
      significant penalties for submitting false information, including the
      possibility of fines and imprisonment for knowing and willful submission
      of a materially false statement.

            5)    Any public statement, oral or written, in print, film, or
      other media, made by Defendants making reference to the SEP under this
      Decree shall include the following language, "This project was undertaken
      in connection with the settlement of a civil enforcement action taken on
      behalf of the U.S. Environmental Protection Agency and the U.S. Department
      of the Interior, and the Mississippi Commission on Environmental Quality."

                            VII. STIPULATED PENALTIES

            22.   If Defendants fail to make the payments required under Section
      IV of this Decree (Settlement Payments) when due, Defendants shall pay a
      stipulated penalty of one thousand dollars ($1,000.00) to each Plaintiff
      not paid in full, per day for each day that the payment is late. Late
      payment of the civil penalty shall be made in accordance with Section IV,
      above. Stipulated Penalties shall be paid in accordance with Section VII,
      Paragraph 34, below. All transmittal correspondence shall state that any
      such payment is for late payment of the settlement payments due under this
      Decree, or for Stipulated Penalties for late payment, as applicable.
      Payments to the United States of stipulated penalties shall reference the
      Civil Action Number assigned to this case and DOJ Number 90-5-1-1-07553,
      and shall specify that the payments are for stipulated penalties

                                      -21-

<PAGE>

      to be deposited into the United States Treasury pursuant to 31 U.S.C.
      Section 3302. Payments to the State of stipulated penalties shall
      reference the Civil Action Number assigned to this case.

            23.   Defendants shall be liable for Stipulated Penalties to the
      United States and the State for violations of this Consent Decree as
      specified below, unless excused under Section VIII (Force Majeure). A
      violation includes failing to perform any obligation required by the terms
      of this Decree, including any work plan or schedule approved under this
      Decree, according to all applicable requirements of this Decree and within
      the specified time schedules established by or approved under this Decree.

            24.   Restoration Plan Compliance

      If Defendants fail to meet the deadlines as described below, Defendants
      shall pay a stipulated penalty of five hundred dollars ($500) per day, to
      Plaintiffs, for each deadline missed.

                  a. Stream bed, Riparian Zone, and Off-site Restoration. A
      final design plan for stream restoration shall be submitted to Trustees
      prior to commencement of construction, and within three (3) months of the
      Effective Date of the Decree. The name and qualifications of the proposed
      contractor for these projects shall be submitted to Trustees prior to
      commencement of construction, and within three (3) months of the Effective
      Date of the Decree. Monitoring reports shall be submitted to Trustees
      annually, as of January 1 of each year, within two (2) months of on-site
      inspections for five (5) years or until performance standards are met.

                  b. Wetlands. A work implementation plan shall be submitted to
      Trustees within three (3) months of the Effective Date of the Consent
      Decree. Monitoring reports shall be submitted to Trustees annually, as of
      January 1 of each year, within two (2) months of on-site inspections for
      five (5) years or until performance standards are met.

                                      -22-

<PAGE>

                  c. Groundwater. Monitoring shall be conducted annually, as of
      January 1 of each year, for five (5) years. Monitoring reports shall be
      submitted to Trustees annually within two (2) months of monitoring.

            25.   SEP Compliance

                  a.    In all cases, if Defendants have spent less than the
      amount set forth in Paragraph 14 above, Defendants shall pay a stipulated
      penalty equal to the difference between the amount of total eligible SEP
      costs incurred by Defendants, and the amount set forth in Paragraph 14.

                  b.    If Defendants have completed the SEP, but the United
      States determines that the SEP is not satisfactory, Defendants shall pay
      $250,000.00, in addition to the penalty required under Subparagraph a,
      above.

                  c.    If Defendants abandon performance of the SEP, Defendants
      shall pay a stipulated penalty of $400,000.00, in addition to any penalty
      required under Subparagraph a, above. The penalty under this Subparagraph
      shall accrue as of the date specified for completing the SEP or the date
      performance ceases, whichever is earlier.

                  d.    Defendants shall issue a retraction in the same or
      similar medium as the original statement, and pay a stipulated penalty of
      $10,000.00 for each violation if they fail to comply with the requirements
      under Paragraph 26 regarding public statements related to the SEP.

            26.   Subject to the provisions of Paragraph 30a-c above, Stipulated
      Penalties under this Section shall begin to accrue on the day after
      performance is due, and shall continue to accrue until performance is
      satisfactorily completed. Stipulated Penalties shall accrue simultaneously
      for separate violations of this Consent Decree. Defendants shall pay any
      Stipulated Penalty within

                                      -23-

<PAGE>

      forty-five (45) days of receiving the written demand. The United States,
      or the State, or both may seek Stipulated Penalties under this Section.
      Where both Plaintiffs seek Stipulated Penalties for the same violation of
      this Consent Decree, Defendants shall pay fifty (50) percent to the United
      States and fifty (50) percent to the State. Where only one Plaintiff
      demands Stipulated Penalties for a violation, and the other Plaintiff does
      not join in the demand within thirty (30) days of receiving the demand, or
      timely joins in the demand but subsequently elects to waive or reduce
      Stipulated Penalties for that violation, Defendants shall pay the
      Stipulated Penalties due for the violation to the Plaintiff making the
      initial demand, less any amount paid to the other Plaintiff. The
      determination by one Plaintiff not to seek Stipulated Penalties shall not
      preclude the other Plaintiff from seeking Stipulated Penalties.

            27.   The United States or the State may, in the unreviewable
      exercise of its discretion, reduce or waive Stipulated Penalties otherwise
      due that sovereign under this Consent Decree.

            28.   Stipulated Penalties shall continue to accrue as provided in
      Paragraph 31, above, during any Dispute Resolution, with interest on
      accrued penalties payable and calculated at the rate established by the
      Secretary of the Treasury, pursuant to 28 U.S.C. Section 1961, but need
      not be paid until the following:

                  a.    If the dispute is resolved by agreement, Defendants
      shall pay accrued penalties determined to be owing, together with
      interest, to the United States within thirty (30) days of the effective
      date of that agreement;

                  b.    If the dispute is submitted to the Court and Plaintiffs
      prevail in whole or in part, Defendants shall pay all accrued penalties
      determined by the Court to be owing, together with interest, within sixty
      (60) days of receiving the Court's decision or order, except as provided

                                      -24-

<PAGE>

      in Subparagraph c, below;

                  c.    If any Party appeals the District Court's decision,
      Defendants shall pay all accrued penalties determined to be owing,
      together with interest, within fifteen (15) days of receiving the final
      appellate court decision.

            29.   Defendants shall, as directed by the United States, pay
      Stipulated Penalties owing to the United States by EFT to the U.S.
      Department of Justice lockbox bank at the Office of the United States
      Attorney for the Southern District of Mississippi referencing DOJ case
      number 90-5-1-1-07553 and the U.S. Attorney Office file number. Notice of
      the EFT shall be provided in a letter stating the caption and docket
      number of this case and addressed to:

      United States Attorney's Office
      Attn: Financial Litigation Unit
      Southern District of Mississippi
      188 E. Capitol St.
      Jackson, Mississippi 39201

      If payment is due to the State under this Section, payment shall be made
      by certified check made payable to the Mississippi Commission on
      Environmental Quality, and mailed to P.O. Box 20305, Jackson, Mississippi
      39289-1305 (Attn: General Counsel), or hand delivered to the General
      Counsel of the Mississippi Department of Environmental Quality at MDEQ's
      offices at 2380 Highway 80 West, Jackson, Mississippi.

            30.   No payments made under this Section shall be tax deductible
      for federal or state tax purposes.

            31.   If Defendants fail to pay Stipulated Penalties according to
      the terms of this Consent Decree, Defendants shall be liable for interest
      on such penalties, as provided for in 28 U.S.C. Section 1961, accruing as
      of the date payment became due.

                                      -25-

<PAGE>

            32.   Subject to the provisions of Section X of this Consent Decree
      (Effect of Settlement/Reservation of Rights), the Stipulated Penalties
      provided for in this Consent Decree shall be in addition to any other
      rights, remedies, or sanctions available to Plaintiffs for Defendants'
      violation of this Consent Decree or applicable law.

                               VIII. FORCE MAJEURE

            33.   A "force majeure event" is any event beyond the control of
      Defendants, their contractors, or any entity controlled by any Defendant
      that delays the performance of any obligation under this Consent Decree
      despite Defendants' best efforts to fulfill the obligation. "Best efforts"
      includes anticipating any potential force majeure event and addressing the
      effects of any such event (a) as it is occurring and (b) after it has
      occurred, to prevent or minimize any resulting delay to the greatest
      extent possible. "Force Majeure" does not include Defendants' financial
      inability to perform any obligation under this Consent Decree.

            34.   If any event occurs that may delay the performance of any Work
      obligation under this Decree, as to which Defendants intend to assert a
      claim of Force Majeure, Defendants shall provide notice orally to EPA, DOI
      and the State as soon as possible, but not later than ten (10) days after
      the time Defendants first knew of, or by the exercise of due diligence,
      should have known of, a claimed force majeure event. Defendants shall also
      provide written notice to the United States and the State, as provided in
      Section XII of this Consent Decree (Notices), within twenty (20) days of
      the time Defendants first knew of, or by the exercise of due diligence,
      should have known of, the event. The notice shall state the anticipated
      duration of any delay; its cause(s); Defendants' past and proposed actions
      to prevent or minimize any delay; a schedule for carrying out those
      actions; and Defendants' rationale for attributing any delay to a force
      majeure event.

                                      -26-

<PAGE>

      Failure to provide oral and written notice as required by this Paragraph
      shall preclude Defendants from asserting any claim of force majeure.

            35.   If Plaintiffs agree that a force majeure event has occurred,
      Plaintiffs may agree to extend the time for Defendants to perform the
      affected requirements for the time necessary to complete those
      obligations. An extension of time to perform the obligations affected by a
      force majeure event shall not, by itself, extend the time to perform any
      other obligation. Where Plaintiffs agree to an extension of time with
      respect to the Work, the appropriate modification shall be made pursuant
      to Section XV of this Consent Decree (Modification).

                             IX. DISPUTE RESOLUTION

            36.   Unless otherwise expressly provided for in this Consent
      Decree, the dispute resolution procedures of this Section shall be the
      exclusive mechanism to resolve disputes arising under or with respect to
      this Consent Decree. However, such procedures shall not apply to actions
      by Plaintiffs to enforce obligations of Defendants that have not been
      disputed in accordance with this Section.

            37.   Any dispute subject to dispute resolution under this Consent
      Decree shall first be the subject of informal negotiations between
      Plaintiffs and Defendants. The dispute shall be considered to have arisen
      when Defendants send Plaintiffs a written notice of dispute. Such notice
      of dispute shall state clearly the matter in dispute. The period of
      informal negotiations shall not exceed twenty-one (21) days from the date
      the dispute arises, unless that period is modified by written agreement.
      If informal negotiations are unsuccessful, then Plaintiffs' position shall
      control unless Defendants file with the Court a petition to resolve the
      dispute within thirty (30) days after the conclusion of the informal
      negotiation period. In any dispute under this

                                      -27-

<PAGE>

      Paragraph, Defendants shall bear the burden of demonstrating that their
      position clearly complies with this Consent Decree and the CWA, OPA and
      MAWPCL, and that Defendants are entitled to relief under applicable law.

            38.   The invocation of dispute resolution procedures under this
      Section shall not extend, postpone, or affect in any way any obligation of
      Defendants under this Consent Decree, not directly in dispute. Stipulated
      Penalties with respect to the disputed matter shall continue to accrue
      from the first day of noncompliance, but payment shall be stayed pending
      resolution of the dispute as provided in Paragraph 33, above. If
      Defendants do not prevail on the disputed issue, Stipulated Penalties
      shall be assessed and paid as provided in Section VII (Stipulated
      Penalties).

                  X. EFFECT OF SETTLEMENT/RESERVATION OF RIGHTS

            39.   This Consent Decree resolves the civil claims of Plaintiffs
      alleged in the Complaint filed in this action.

            40.   This Consent Decree shall not be construed to prevent or limit
      the rights of the United States or the Commission to obtain penalties or
      injunctive relief under the CWA, OPA, MAWPCL, or under other federal or
      state laws, regulations, or permit conditions, except as expressly
      specified herein.

            41.   Defendants are responsible for achieving and maintaining
      complete compliance with all applicable federal, State, and local laws,
      regulations, and permits; and Defendants' compliance with this Consent
      Decree shall be no defense to any action commenced pursuant to said laws,
      regulations, or permits. Plaintiffs do not warrant or aver in any manner
      that Defendants' compliance with any aspect of this Consent Decree will
      result in compliance with provisions of the CWA, OPA or MAWPCL.

                                      -28-

<PAGE>

            42.   This Consent Decree does not limit or affect the rights of
      Defendants or of the United States or the State against any third parties,
      not party to this Consent Decree, nor does it limit the rights of third
      parties, not party to this Consent Decree, against Defendants, except as
      otherwise provided by law.

            43.   This Consent Decree shall not be construed to create rights
      in, or grant any cause of action to, any third party not party to this
      Consent Decree.

            6)    Plaintiffs reserve all legal and equitable remedies available
      to enforce the provisions of this Consent Decree, except as expressly
      stated herein.

            44.   Defendants hereby covenant not to sue and agree not to assert
      any claims related to the Spill, or response activities in connection with
      the Spill, against the United States pursuant to the CWA, OPA, or any
      other federal law, State law, or regulation including, but not limited to,
      any direct or indirect claim for reimbursement from the Oil Spill
      Liability Trust Fund, or pursuant to any other provision of law.

            45.   Notwithstanding any other provision of this Consent Decree,
      Plaintiffs reserve the right to institute proceedings against Defendants
      in this action or in a new action seeking recovery of natural resource
      damages resulting from the Spill based on (1) conditions unknown to the
      United States or the State as of the date of lodging of this Consent
      Decree that contribute to the injury to, destruction of, or loss of
      natural resources; or (2) new information received by the United States or
      the State after the date of lodging of this Consent Decree which indicates
      there is injury to, destruction of, or loss of resources of a type unknown
      to the United States or State as of the date of execution of this Consent
      Decree.

            46.   This Consent Decree is without prejudice to the rights of the
      United States or the

                                      -29-

<PAGE>

      State against Defendants with respect to all matters other than those
      expressly specified in Paragraph 44 including, but not limited to, the
      following:

            a.    claims based on a failure of Defendants to meet a requirement
      of this Consent Decree;

            b.    any and all criminal liability;

            c.    past, present, or future releases, discharges, or spills of
      oil other than the Spill described in this Consent Decree;

            d.    subrogated claims under Section 1015 of OPA, 33 U.S.C. Section
      2715, for any amounts paid or to be paid by the Oil Spill Liability Trust
      Fund to any person for removal costs or damages in connection with the
      Spill;

            e.    any and all removal and monitoring costs (except costs of
      oversight and monitoring identified in the Restoration Plan, Attachment A
      of this Consent Decree) incurred by the United States and the State in
      connection with the Spill.

            f.    future unquantified monitoring and/or remedial costs for
      groundwater as required by the Groundwater Assessment and Remediation
      Division of MDEQ;

            g.    damages, if any, for injury to groundwater resources.

                                    XI. COSTS

            47.   Subject to Section IV (Settlement Payments), the Parties shall
      bear their own costs of this action, including attorneys' fees, except
      that Plaintiffs shall be entitled to collect the costs (including
      attorneys' fees) incurred in any action necessary to collect any portion
      of the settlement payments due under Section IV or any Stipulated
      Penalties due but not paid by Defendants.

                                  XII. NOTICES

            48.   Unless otherwise specified herein, whenever notifications,
      submissions, or

                                      -30-

<PAGE>

      communications are required by this Consent Decree, they shall be made in
      writing and addressed as follows:

As to the United States:

As to the U.S. Department of Justice:
            Chief (re: DJ # 90-5-1-1-07553)
            Environmental Enforcement Section
            Environment and Natural Resources Div.
            U.S. Department of Justice
            P.O. Box 7611
            Washington, D.C. 20044-7611

      As to EPA:
            Kathleen West
            Associate Regional Counsel
            Office of Regional Counsel
            U.S. Environmental Protection Agency, Region 4
            Atlanta Federal Center
            61 Forsyth Street, S.W.
            Atlanta, Georgia 30303
            phone: 404/562-9574

      As to DOI:
            Harriet Deal
            Attorney Advisor
            Office of the Solicitor, SE Region
            U.S. Department of the Interior
            75 Spring St., SW, room 304
            Atlanta, Georgia 30303
            phone: 404/331-4447 x 231

      As to the State of Mississippi:
      Chief
      Environmental Compliance and Enforcement Division
      Office of Pollution Control
      Mississippi Department of Environmental Quality
      P.O. Box 20305
      Jackson, Mississippi 39289-1305
      (601) 961-5171

      and

      General Counsel

                                      -31-

<PAGE>

      Legal Division, Mississippi
      Department of Environmental Quality
      P.O. Box 20305
      Jackson, Mississippi 39289-1305
      (601) 961-5171

      To Defendants:
      Ross Benavides
      Genesis
      500 Dallas, Suite 2500
      Houston, Texas 77002
      (713) 860-2528

                  49.   Any Party may, by written notice to the other Parties,
      change its designated notice recipient or notice address provided above.

                  50.   Notices submitted pursuant to this Section shall be
      deemed submitted upon mailing, unless otherwise provided in this Consent
      Decree or by mutual agreement of the Parties in writing.

                              XIII. EFFECTIVE DATE

                  51.   The Effective Date of this Consent Decree shall be the
      date upon which this Consent Decree is entered by the Court.

                         XIV. RETENTION OF JURISDICTION

                  52.   The Court shall retain jurisdiction over this case until
      termination of this Consent Decree, for the purpose of resolving disputes
      arising under this Decree or entering orders modifying this Decree,
      pursuant to Sections IX (Dispute Resolution) and XV (Modification), or
      effectuating or enforcing compliance with the terms of this Decree.

                                XV. MODIFICATION

                  7)    The terms of this Consent Decree may be modified only by
      a subsequent written agreement signed by all the Parties. Where the
      modification constitutes a material change

                                      -32-

<PAGE>

      to any term of this Decree, it shall be effective only upon approval by
      the Court. The terms and schedules contained in Attachments A-C of this
      Decree may be modified upon written agreement of the Parties without Court
      approval, unless any such modification effects a material change to the
      terms of this Consent Decree or materially affects Defendants' ability to
      meet the objectives of this Decree. For Work projects in Section V, an
      extension of time by Trustees for a year or less is deemed not material.

                                XVI. TERMINATION

                  53.   After Defendants have completed performance of their
      obligations required by this Decree, including payments under Section IV
      of this Decree and any accrued Stipulated Penalties under Section VII, as
      well as the SEP under Section VI and the Work under Section V, Defendants
      may serve upon Plaintiffs a request for termination, stating that
      Defendants have satisfied those requirements, together with all necessary
      supporting documentation.

                  54.   Following receipt by Plaintiffs of Defendants' request
      for termination, the Parties shall confer informally concerning the
      Request and any disagreement that the Parties may have as to whether
      Defendants have satisfactorily complied with the requirements for
      termination of this Consent Decree. If the United States, after
      consultation with the State, agrees that the Decree may be terminated, the
      Parties shall submit, for the Court's approval, a joint stipulation
      terminating the Decree.

                  55.   If the United States, after consultation with the State,
      does not agree that the Decree may be terminated, Defendants may invoke
      Dispute Resolution under Section IX of this Decree. However, Defendants
      shall not seek Dispute Resolution of any dispute, under Section IX, until
      ninety (90) days after service of its Request for Termination.

                                      -33-

<PAGE>

                           XVII. PUBLIC PARTICIPATION

                  8)    This Consent Decree shall be lodged with the Court for a
      period of not less than fifteen (15) days for public notice and comment,
      consistent with the procedures set forth in 28 C.F.R. Section 50.7. The
      United States reserves the right to withdraw or withhold its consent if
      the comments regarding the Consent Decree disclose facts or considerations
      indicating that the Consent Decree is inappropriate, improper, or
      inadequate. Defendants agree not to oppose entry of this Consent Decree by
      the Court or to challenge any provision of the Decree, unless the United
      States has notified Defendants in writing that it no longer supports entry
      of the Decree. Defendants consent to entry of this Consent Decree without
      further notice.

                           XVIII. SIGNATORIES/SERVICE

                  56.   Each undersigned representative of Defendants, the
      State, EPA, and the Assistant Attorney General for the Environment and
      Natural Resources Division of the Department of Justice certifies that he
      or she is fully authorized to enter into the terms and conditions of this
      Consent Decree and to execute and legally bind the Party he or she
      represents to this document.

                  57.   This Consent Decree may be signed in counterparts, and
      such counterpart signature pages shall be given full force and effect.

                  58.   Defendants agree to accept service of process by mail
      with respect to all matters arising under or relating to this Consent
      Decree and to waive the formal service requirements set forth in Rule 4 of
      the Federal Rules of Civil Procedure and any applicable Local Rules of
      this Court including, but not limited to, service of a summons.

                          XIX. INTEGRATION/ATTACHMENTS

                                      -34-

<PAGE>

                  59.   This Consent Decree and its Attachments constitute the
      final, complete, and exclusive agreement and understanding among the
      Parties with respect to the settlement embodied in the Decree and
      supersede all prior agreements and understandings, whether oral or
      written. Other than the Attachments, which are attached to and
      incorporated in this Decree, no other document, nor any representation,
      inducement, agreement, understanding, or promise, constitutes any part of
      this Decree or the settlement it represents, nor shall it be used in
      construing the terms of this Decree.

                               XX. FINAL JUDGMENT

                  60.   Upon approval and entry of this Consent Decree by the
      Court, this Consent Decree shall constitute a final judgment between the
      United States, the State, and Defendants. The Court finds that there is no
      just reason for delay and therefore enters this judgment as a final
      judgment under Fed. R. Civ. P. 54 and 58.

                                XXI. ATTACHMENTS

                  61.   The following attachments are attached to and
      incorporated into this Consent Decree:

                  "Attachment A" is the Restoration Plan (with selected
      Appendices);

                  "Attachment B" is instructions for payment to DOI's Natural
      Resource Damage Restoration Fund.

                  "Attachment C" is a description of property proposed for SEP.

                  THIS CONSENT DECREE IS DATED AND ENTERED THIS 27TH DAY OF
      JULY, 2004.

                                                 /S/ WILLIAM BARBOW
                                                --------------------------------
                                                UNITED STATES DISTRICT JUDGE
                                                SOUTHERN DISTRICT OF MISSISSIPPI

                                      -35-

<PAGE>

SIGNATURE PAGE TO CONSENT DECREE IN UNITED STATES OF AMERICA AND THE MISSISSIPPI
COMMISSION ON ENVIRONMENTAL QUALITY V. GENESIS ENERGY, INC., GENESIS CRUDE OIL,
L.P., AND GENESIS PIPELINE USA, L.P.

FOR PLAINTIFF UNITED STATES OF AMERICA:

DATE: 6/15/04                           /s/ Tom Sansonetti
                                   -----------------------------------
                                   THOMAS L. SANSONETTI
                                   Assistant Attorney General
                                   Environment and Natural Resources Division
                                   United States Department of Justice
                                   Washington, D.C. 20530

DATE: June 8, 2004                      /s/ Valerie K. Mann
                                   -------------------------------------
                                   VALERIE K. MANN
                                   Trial Attorney
                                   Environmental Enforcement Section
                                   Environment & Natural Resources Division
                                   U.S. Department of Justice
                                   P.O. Box 7611
                                   Washington, D.C. 20044-7611
                                   Tel: (202) 616-8756
                                   Fax: (202) 514-0097

                                   overnight deliveries:
                                   1425 New York Ave. NW, Rm. 13073
                                   Washington, DC 20005

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SIGNATURE PAGE TO CONSENT DECREE IN UNITED STATES OF AMERICA AND THE MISSISSIPPI
COMMISSION ON ENVIRONMENTAL QUALITY V. GENESIS ENERGY, INC., GENESIS CRUDE OIL,
L.P., AND GENESIS PIPELINE USA, L.P.

FOR PLAINTIFF UNITED STATES OF AMERICA (CONTINUED):

                                   Dunn O. Lampton
                                   United States Attorney

DATE: June 23, 2004                    /s/ Colby Lane
                                   ----------------------------------
                                   Colby Lane
                                   Assistant United States Attorney
                                   Mississippi Bar No. 99617
                                   U.S. Attorney's Office
                                   Southern District of Mississippi
                                   188 E. Capitol St.
                                   Jackson, MS 39201
                                   (601) 965-4480

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SIGNATURE PAGE TO CONSENT DECREE IN UNITED STATES OF AMERICA AND THE MISSISSIPPI
COMMISSION ON ENVIRONMENTAL QUALITY V. GENESIS ENERGY, INC., GENESIS CRUDE OIL,
L.P., AND GENESIS PIPELINE USA, L.P.

FOR PLAINTIFF UNITED STATES OF AMERICA (CONTINUED):

DATE: May 25, 2004                      /s/ J. L. Palmer, Jr.
                                   ----------------------------------
                                   J. I. PALMER, JR.
                                   Regional Administrator
                                   U.S. Environmental Protection
                                   Agency, Region 4 Atlanta, Georgia

OF COUNSEL:
Kathleen West
Associate Regional Counsel
Office of Regional Counsel
U.S. Environmental Protection Agency, Region 4
Atlanta Federal Center
61 Forsyth Street, S.W.
Atlanta, Georgia 30303

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SIGNATURE PAGE TO CONSENT DECREE IN UNITED STATES OF AMERICA AND THE MISSISSIPPI
COMMISSION ON ENVIRONMENTAL QUALITY V. GENESIS ENERGY, INC., GENESIS CRUDE OIL,
L.P., AND GENESIS PIPELINE USA, L.P.

FOR PLAINTIFF UNITED STATES OF AMERICA (CONTINUED):

DATE: 6/21/04                          /s/ Thomas V. Skinner
                                   ------------------------------------
                                   Thomas V. Skinner
                                   Acting Assistant Administrator for
                                   Enforcement and Compliance Assurance
                                   U.S. Environmental Protection Agency
                                   Washington, D.C.

OF COUNSEL:
David Drelich
Senior Attorney
Office of Enforcement And Compliance Assurance
U.S. Environmental Protection Agency
Mail Code 2243A
1200 Pennsylvania Ave., NW
Washington, DC 20460

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SIGNATURE PAGE TO CONSENT DECREE IN UNITED STATES OF AMERICA AND THE MISSISSIPPI
COMMISSION ON ENVIRONMENTAL QUALITY V. GENESIS ENERGY, INC., GENESIS CRUDE OIL,
L.P., AND GENESIS PIPELINE USA, L.P.

FOR PLAINTIFF THE MISSISSIPPI COMMISSION ON ENVIRONMENTAL QUALITY:

DATE: 6/16/04                    By: /s/ Kelly R. Riley
                                     --------------------------------------
                                 Kelly R. Riley
                                 Mississippi Department of Environmental Quality
                                 Mississippi Bar No. 99660
                                 P.O. Box 20305
                                 Jackson, MS 39289
                                 (601) 961-5171

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<PAGE>

SIGNATURE PAGE TO CONSENT DECREE IN UNITED STATES OF AMERICA AND THE MISSISSIPPI
COMMISSION ON ENVIRONMENTAL QUALITY V. GENESIS ENERGY, INC., GENESIS CRUDE OIL,
L.P., AND GENESIS PIPELINE USA, L.P.

FOR DEFENDANTS GENESIS ENERGY, INC., GENESIS CRUDE OIL, L.P.,
AND GENESIS PIPELINE USA, L.P.:

DATE: 4-20-04                          /s/ Ross A. Benavides
                                   -----------------------------------
                                   Ross A. Benavides
                                   Chief Financial Officer & General Counsel
                                   Genesis Energy, Inc., as general partner of
                                   Genesis Crude Oil, L.P. and Genesis Pipeline
                                   USA, L.P.
                                   500 Dallas, Suite 2500
                                   Houston, Texas 77002
                                   (713) 860-2528

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